EXHIBIT 10.19
CONSULTING AGREEMENT
THIS AGREEMENT is made and entered into as of the 1st day of January,
2005, by and between LITTELFUSE, INC., a Delaware corporation (the "Company"),
and HOWARD B. WITT (the "Consultant");
WITNESSETH:
WHEREAS, the Company wishes to retain the services of the Consultant in
connection with its business, all upon the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the parties hereto hereby agree as follows:
1. Consulting Period. The Company agrees to retain the consulting services
of the Consultant, and the Consultant agrees to render such consulting services
to the Company, subject to the terms and conditions of this Agreement, for the
period beginning January 1, 2005, and ending on December 31, 2006 (the
"Consulting Period").
2. Consulting Services. During the Consulting Period, the Consultant
agrees to provide such consulting services as may be reasonably requested by the
President or the Board of Directors of the Company from time to time, but in no
event shall the Consultant be required to work more than 40 hours during any
calendar month.
3. Compensation. During the Consulting Period, the Company agrees to pay
the Consultant $22,916.66 each month as compensation for any consulting services
rendered by the Consultant hereunder.
4. Serving as a Director. During the Consulting Period, the Consultant
agrees, if requested by the Board of Directors of the Company and elected by the
stockholders of the Company, to serve as a director of the Company. If the
Consultant is elected as a director of the Company, in addition to the
compensation provided for in Section 3 hereof, the Consultant will be paid for
his services as a director the compensation paid to the other non-employee
directors of the Company for their services as directors of the Company
5. Termination.
5.1. The Company may terminate this Agreement at any time during the
Consulting Period upon written notice to the Consultant in the event that the
Consultant (i) willfully and
continually fails to perform the consulting services provided for in this
Agreement (other than any such failure resulting from incapacity due to physical
or mental illness) and such failure is not cured within twenty days to the
reasonable satisfaction of the Board of Directors of the Company; or (ii)
engages in any illegal conduct or gross misconduct which is materially and
demonstrably injurious to the Company.
5.2. In the event the Company terminates this Agreement pursuant to
Section 5.1 hereof: (i) the Company shall pay to the Consultant the compensation
provided for in Section 3 hereof accrued up to the date of such termination and
shall have no further obligation to pay the Consultant any other compensation
under this Agreement for consulting services with respect to any period before
or after the date of such termination; and (ii) if requested by the Board of
Directors of the Company, the Consultant will resign as a director of the
Company.
6. Working Facilities. During the Consulting Period, the Consultant shall
be furnished with office space, furnishings, secretarial assistance and such
other facilities and services as the President or the Board of Directors of the
Company shall decide are reasonably necessary for the performance of the
Consultant's consultant services hereunder; provided, however, that the Company
agrees that, so long as Mary Muchoney is reasonably available for this purpose,
the Consultant shall be afforded the part-time administrative and secretarial
services of Mary Muchoney during the Consulting Period.
7. Expenses. During the Consulting Period, the Company will reimburse the
Consultant for such reasonable business expenses which are incurred by the
Consultant in performing his duties hereunder upon the presentation by the
Consultant from time to time (and at least monthly) of an itemized account of
such expenditures containing such detail as may be reasonably required by the
President or the Board of Directors of the Company.
8. Independent Contractor. The Consultant shall be and remain an
independent contractor during the Consulting Period and shall not be deemed to
be an employee of the Company for any purpose whatsoever and shall not have, nor
shall the Consultant hold the Consultant out as having, any right, power or
authority to create any contract or obligation, either express or implied, on
behalf of, in the name, or binding upon the Company, unless the Company shall
consent thereto in writing.
9. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.
10. Notices. Each notice, request, demand, approval or other communication
which may be or is required to be given under this Agreement shall be in writing
and shall be deemed to have been properly given when delivered personally at the
address set forth below for the intended party during normal business hours at
such address, when sent by facsimile transmission to the respective facsimile
transmission numbers of the parties set forth below with telephone confirmation
of receipt, or when sent by recognized overnight courier or by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
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If to the Company:
Littelfuse, Inc.
800 E. Northwest Highway
Des Plaines, Illinois 60016
Attention: President
Facsimile: (847) 824-3865
Confirm: (847) 391-0304
If to the Consultant:
Howard B. Witt
93-A Bateman Road
Barrington Hills, Illinois 60010
Facsimile: _________________
Confirm: (847) 382-5821
Notices shall be given to such other addressee or address, or both, or by way of
such other facsimile transmission number, as a particular party may from time to
time designate by written notice to the other parties hereto. Each notice,
request, demand, approval or other communication which is sent in accordance
with this Section shall be deemed delivered, given and received for all purposes
of this Agreement as of two business days after the date of deposit thereof for
mailing in a duly constituted United States post office or branch thereof, one
business day after deposit with a recognized overnight courier service or upon
confirmation of receipt of any facsimile transmission. Notice given to a party
hereto by any other method shall only be deemed to be delivered, given and
received when actually received in writing by such party.
11. Retirement. The Company and the Consultant agree that the Consultant
shall be deemed to have retired as an employee of the Company for all purposes
on the day preceding the date of this Agreement.
12. Indemnification. Each party hereto agrees to indemnify the other party
hereto against, and to hold it or him harmless from, any and all claims,
lawsuits, losses, damages, expenses, costs and liabilities, including, without
limitation, court costs and attorneys' fees, which the other party may sustain
as a result of, or in connection with, either directly or indirectly, the other
party's breach or violation of any of the provisions of this Agreement.
13. Entire Agreement. This Agreement supersedes all prior agreements and
understandings of, and constitutes the entire agreement between, the parties
hereto with respect to the subject matter hereof and no modification or
amendment of, or waiver under, this Agreement shall be valid unless in writing
and signed by the Consultant and an officer of the Company pursuant to express
authority granted by the Board of Directors of the Company.
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14. Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement as of the day and year first above written.
LITTELFUSE, INC.
By /s/ Philip Franklin /s/ Howard B. Witt
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Its Vice President Howard B. Witt
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